Corporate Bylaws Adoption and Amendment Requirements in Virginia

At a glance

Requirements one by one

Virginia requires initial bylaws and offers two adoption actors

Va. Code § 13.1-624 requires initial bylaws and permits either the incorporators or the board of directors to adopt them. The Act does not offer an ordinary stock corporation a no-bylaws alternative.

Va. Code § 13.1-623 explains the organization sequence. If initial directors are named in the articles, a majority calls their organizational meeting and the directors adopt bylaws while completing organization. If no initial directors are named, the incorporators meet to elect a board and either complete organization themselves or leave completion to that board.

Every incorporator or initial director may instead sign one or more written consents describing the action. The organizational meeting may be held inside or outside Virginia, and the section states no numeric post-incorporation deadline.

Shareholders and the board share later power, with enforceable locks

Va. Code § 13.1-714 gives shareholders power to amend or repeal bylaws. The board generally may do the same, except when the articles or Va. Code § 13.1-715 reserve power to shareholders or when shareholders expressly state that the board may not amend, repeal, or reinstate a particular bylaw.

The current Act has a narrow exception for proxy-access procedure. Under Va. Code § 13.1-624(E), shareholders cannot use the ordinary lock to prevent the board from adjusting or adding reasonable, practicable, orderly conditions and procedures to a bylaw requiring shareholder nominees in the corporation's proxy or consent materials.

Higher board quorum and vote bylaws carry their own repeal rule

Va. Code § 13.1-715 protects a bylaw that increases the board's quorum or voting requirement. If shareholders originally adopted it, only shareholders may amend or repeal it unless the bylaw says otherwise. If the board adopted it, either shareholders or the board may act.

When the board changes such a bylaw, it must satisfy the same quorum and vote then required for board action. A shareholder-adopted higher-requirement bylaw may also specify the shareholder or board vote needed to change it.

Board committees do not inherit this authority. Va. Code § 13.1-689 expressly bars a committee from adopting, amending, or repealing bylaws.

Current law expressly addresses proxy access and internal-claim forums

Va. Code § 13.1-624 permits any bylaw provision consistent with law and the articles. It specifically authorizes a bylaw requiring the corporation to include one or more shareholder-nominated director candidates in proxy or consent materials, subject to bylaw procedures and conditions.

The same section authorizes exclusive-forum bylaws for defined internal corporate claims. The selected forum may include a Virginia circuit court or federal district court and, if specified, additional courts in Virginia or a jurisdiction where the corporation's principal office is located. The bylaw cannot create jurisdiction where none exists, prohibit an internal claim in Virginia's courts, or force such a claim into arbitration.

Va. Code § 13.1-625 separately allows the board, unless the articles say otherwise, to adopt emergency bylaws for a qualifying catastrophic event, epidemic, pandemic, or governmental emergency declaration. Shareholders may amend or repeal them, consistent ordinary bylaws remain effective, and the emergency bylaws end with the emergency.

Current bylaws must be retained and are directly inspectable

Va. Code § 13.1-770 requires the corporation to maintain its bylaws as currently in effect. Va. Code § 13.1-771 then entitles a shareholder to inspect and copy that record during regular business hours at the principal office after delivering signed written notice to the secretary at least ten business days before the desired inspection date. The articles or bylaws cannot abolish or limit this inspection right.

The surveyed sections prescribe no general signature, acknowledgment, notarization, certification, or State Corporation Commission filing for the ordinary bylaw text itself. The signed-notice rule belongs to the shareholder's inspection demand, not to execution of the bylaws.

A qualifying shareholder agreement is a separate governance layer

Va. Code § 13.1-671.1 permits an agreement approved by every then-current shareholder to appear in the articles or bylaws, or in a signed writing known to the corporation. It can restrict or transfer board authority and alter voting or management arrangements. If it later ceases to be effective, the board may delete it and its references from the articles or bylaws without shareholder action. This specialized agreement should not be treated as an ordinary bylaw amendment.

What trips people up

The initial adoption actors differ from the later amendment actors. Incorporators can adopt the first bylaws under Va. Code § 13.1-624, but Va. Code § 13.1-714 describes later amendment and repeal in terms of shareholders and the board.

Not every shareholder lock is absolute. The 2026 proxy-access rule preserves board authority to maintain a reasonable and orderly nomination process even when shareholders adopted the proxy-access bylaw.

The inspection right for current bylaws is easier than the proper-purpose route for more sensitive corporate records. Current bylaws sit in the records group available on signed advance notice under Va. Code § 13.1-771(A).

Common questions

Can incorporators adopt Virginia bylaws before a board acts?

Yes. Va. Code § 13.1-624 names incorporators and the board as alternative initial-adoption actors, while Va. Code § 13.1-623 supplies the organizational meeting or unanimous written-consent mechanics.

Can shareholders prevent the board from changing a particular bylaw?

Generally yes, if their adoption, amendment, or repeal action expressly says the board may not amend, repeal, or reinstate it. The statutory proxy-access procedure exception still applies.

Must a shareholder explain a proper purpose to inspect current bylaws?

Va. Code § 13.1-771(A) places current bylaws in the direct records tier and requires signed advance notice. The separate ownership, proper-purpose, and particularity conditions in subsection D apply to the additional records listed in subsection C.

Statutes and sources

• Virginia Stock Corporation Act, Va. Code §§ 13.1-623 to -625, 13.1-671.1, 13.1-689, 13.1-714 to -715, and 13.1-770 to -771 — current official Code pages dated August 20, 2026 and incorporating the cited 2026 enactments.